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18
REPORT OF THE AUDIT COMMITTEE*
The Audit Committee of the Board operates under its Charter, which was originally adopted by the Board
in 2000 and revised in February 2003, August 2006, February 2009 and April 2010. As set forth in its Charter, the
Audit Committee’ s job is one of oversight. Management is responsible for the Company’ s financial statements,
internal accounting and financial controls, the financial reporting process, the internal audit function and compliance
with the Company’ s policies and legal requirements. The Company’ s independent registered public accountants are
responsible for performing an independent audit of the Company’ s consolidated financial statements in accordance
with standards of the Public Company Accounting Oversight Board (United States) and for issuance of a report
thereon, and for monitoring the effectiveness of the Company’ s internal controls; they also perform limited reviews
of the Company’ s unaudited quarterly financial statements.
The Audit Committee’ s responsibility is to engage the independent registered public accountants, monitor
and oversee these accounting, financial and audit processes and report its findings to the full Board. It also
investigates matters related to the Company’ s financial statements and controls as it deems appropriate. In the
performance of these oversight functions, the members of the Audit Committee rely upon the information, opinions,
reports and statements presented to them by Company management and by the independent registered public
accountants, as well as by other experts that the Committee hires.
The Audit Committee met with the Company’ s independent auditors to review and discuss the overall
scope and plans for the audit of the Company’ s consolidated financial statements for the year ended December 31,
2010. The Audit Committee has considered and discussed with management and the independent auditors (both
alone and with management present) the audited financial statements as well as the independent auditors’ evaluation
of the Company’ s internal controls and the overall quality of the Company’ s financial reporting.
Management represented to the Audit Committee that the Company’ s consolidated financial statements for
fiscal 2010 were prepared in accordance with U.S. generally accepted accounting principles. It discussed with Ernst
& Young LLP, the Company’ s independent registered public accountants for fiscal 2010, those matters required to
be reviewed pursuant to Statement of Accounting Standards No. 61 (“Communication with Audit Committees”), as
amended by Statement of Accounting Standards No. 90 (Audit Committee Communications). The Audit Committee
has received from Ernst & Young LLP written independence disclosures and the letter required by Independence
Standards Board Standard No. 1 (“Independence Discussions with Audit Committees”) and had a discussion with
Ernst & Young LLP regarding their independence.
Based on the review of the representations of management, the discussions with management and the
independent registered public accountants and the review of the Report of Ernst & Young LLP, Independent
Registered Public Accounting Firm, to the Committee, the Audit Committee recommended to the Board that the
financial statements of the Company for fiscal year 2010 as audited by Ernst & Young LLP be included in the
Company’ s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
AUDIT COMMITTEE
Stacy S. Dick (Chairman)
Robert D. Rosenthal
Marie Adler-Kravecas
* The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with
the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act of 1933, as amended,
which we refer to as the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this
information by reference into any such filing.